8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:  March 17, 2006
(Date of earliest event reported)

THINK PARTNERSHIP INC.

(Exact name of registrant as specified in its charter)

Nevada	001-32442	87-0450450
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

5 Revere Drive
Suite 510
Northbrook, Illinois  60062(Address of Principal Executive Offices)

(847) 562-0177
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry Into A Material Definitive Agreement.

On March 17, 2006, Think Partnership, Inc. f/k/a CGI Holding Corporation (the “Company”) amended its agreement to acquire Litmus Media, Inc. to extend the outside closing date of the acquisition to April 5, 2006, to increase the stock portion of the merger consideration by 79,268 shares of common stock of the Company to a total of 3,250,000 shares, and to allow the pre-closing dividend to be received by the Litmus shareholders out of Litmus’ cash on hand to be increased by $150,000. The discussion of the various terms described herein is qualified in its entirety by the amendment to the acquisition agreement which the Company has filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits

(a)Financial Statements of the Businesses Acquired.

None.

(b)Pro Forma Financial Information

None.

(d)Exhibits

10.1Amendment No. 1 to Agreement by and among the Company, Litmus Acquisition Sub, Inc., Litmus Media, Inc., John Linden and Tobias Teeter, dated as of March 17, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:March 22, 2006

THINK PARTNERSHIP INC. f/k/a
CGI HOLDING CORPORATION
By:	/s/ Gerard M. Jacobs
Name:		Gerard M. Jacobs
Title:		Chief Executive Officer

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EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO AGREEMENT

This Amendment No. 1 (the “Amendment”) is entered into as of the 16^th day of March, 2006 by and among THINK PARTNERSHIP INC., formerly known as CGI HOLDING CORPORATION, a Nevada corporation (“THK”), LITMUS ACQUISITION SUB, INC., a Missouri corporation and wholly owned subsidiary of THK (“Litmus Acquisition Sub”), LITMUS MEDIA, INC., a Missouri corporation (“Litmus”), and JOHN LINDEN (“Linden”) and TOBIAS TEETER (“Teeter”), two of the shareholders of Litmus (individually, a “Shareholder” and collectively the “Shareholders”).

RECITALS

A. THK, Litmus Acquisition Sub, Litmus, Linden and Teeter are parties to that certain Agreement dated as of February 17, 2006 (the “Agreement”) relating to merger of Litmus with and into Litmus Acquisition Sub.

B. The parties desire to make certain amendments to the Agreement, as more fully set forth in this Amendment.

C. Capitalized terms used in this Amendment and not defined are used as defined in the Agreement.

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby mutually acknowledged, intending to be legally bound, the parties agree as follows:

1. Amendments to Agreement.

a. Section 2.6. The last sentence of Section 2.6 of the Agreement is hereby amended to read in its entirety as follows:

“The “Initial Cash Consideration” shall be Six Million Five Hundred Thousand Dollars ($6,500,000) and the “Initial Stock Consideration” shall be Three Million Two Hundred Fifty Thousand (3,250,000) shares of THK Common Stock”.

b. Section 9.1(j). Section 9.1(j) of the Agreement is hereby amended to provide that the amount of the Pre-Closing Dividend may be increased by up to One Hundred and Fifty Thousand Dollars ($150,000) in excess of the amount that would otherwise be permitted by terms of the Agreement prior to this Amendment.

c. Section 11.1(b). Section 11.1(b) of the Agreement is hereby amended by deleting the reference to “March 20, 2006” and inserting in its place “April 5, 2006”.

2. Acknowledgement by Shareholders. The Shareholders hereby acknowledge and agree that the definition of “Registrable Securities” in the Registration Rights Agreement will be amended to exclude up to 79,268 shares of THK Common Stock to be issued pursuant to the Agreement if, despite the use of its good faith efforts, THK cannot obtain consent from its financing sources, under the terms of other contractual agreements to which THK is a party, to allow THK to register, in the first registration statement filed by THK with the U.S. Securities and Exchange Commission following the closing, all of the 3,250,000 shares of THK Common Stock which constitute the “Initial Stock Consideration” defined in Section 2.6 of the Agreement, as amended.

3. Miscellaneous. Except as amended hereby, the Agreement is hereby ratified and confirmed in all respects. This Amendment shall be governed by the law of the State of Illinois without giving effect to the conflict of law principles thereof. The miscellaneous provisions in Article XIII of the Agreement, including without limitation the provisions on notices and arbitration, shall apply to this Amendment.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Agreement to be executed as of the date first written above.

THINK PARTNERSHIP INC., f/k/a CGI HOLDING CORPORATION
By:	/s/ Scott P. Mitchell
Name:	Scott P. Mitchell
Title:	President
LITMUS ACQUISITION SUB, INC.
By:	/s/ John Linden
Name:	John Linden
Title:	President
LITMUS MEDIA, INC.
By:	/s/ Tobias Teeter
Name:	Tobias Teeter
Title:	President
/s/ John Linden
JOHN LINDEN
/s/ Tobias Teeter
TOBIAS TEETER

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